www.sec.gov/Archives/edgar/data/1144499/0001139020-03-0 -
[Cached Version]
Published on: 11/7/2003
Last Visited: 11/10/2003
Pursuant to an Asset Purchase and Sale Agreement (the "Acquisition Agreement"), with an effective date of September 22, 2003, by and among Prof. Dr. Dr. Hans-Jurgen Reimann ("Prof. Reimann") and Dr. Antje Reimann ("Dr. Reimann") and Too Gourmet, Inc., a Nevada corporation, and Global Life Sciences, Inc., a Nevada corporation formed as its wholly-owned subsidiary, the Company acquired (the "Transaction") the medical business assets and related intellectual property of a medical laboratory and service provider, doing business as the Internationale Fachklinik ("lab") located in Schwerin, Germany (the "Acquired Assets and
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Business") from Prof. Reimann and Dr. Reimann.The closing of the Transaction was November 5, 2003, subject to the conclusion of the 10-day period (the "10-day Period") that will follow the date on which this Schedule 14f-1 was filed with the Commission and transmitted to TOO GOURMET INC's stockholders of record.The 10- day Period is expected to conclude as of November 17, 2003.In exchange for the Acquired Assets and Business, TOO GOURMET INC issued to Prof. Reimann and Dr. Reimann, and their respective designees, (i) twenty-six million five hundred thousand (26,500,000) shares (the "Acquisition Shares") of Common Stock and (ii) options to purchase up to an additional three million five hundred thousand (3,500,000) shares of Common Stock at an exercise price of $0.10 per share, exercisable on or before September 21, 2006 (the "Acquisition Options"). As a result of the Transaction, but assuming that the Acquisition Options are not exercised, Prof. Reimann will own approximately 51.3%, and Dr. Reimann will own approximately 3.1%, of the issued and outstanding shares of Common Stock, the sole class of TOO GOURMET INC's voting stock.
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* Prof. Reimann will be appointed as TOO GOURMET INC's Chairman of the Board, President, and Chief Executive Officer. * Dr. Reimann will be appointed to TOO GOURMET INC's Board of Directors.
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Pursuant to the Acquisition Agreement, the Company acquired the Acquired Assets and Business from Prof. Reimann and Dr. Reimann.In consideration of the Acquired Assets and Business, TOO GOURMET INC issued to Prof. Reimann and Dr. Reimann, and their respective designees, the Acquisition Shares and the Acquisition Options.As a result of the Transaction, and assuming that the Acquisition Options are not exercised, Prof. Reimann will own approximately 51.3%, and Dr. Reimann will
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own approximately 3.1%, of the issued and outstanding shares of Common Stock.
The Acquired Business.Under the direction of Prof. Reimann, Professor at University of Rostock and at Humboldt University in Berlin, Germany, Ph.D. in Biochemistry and Ph.D. in Medicine, the lab specializes in the research, analysis, and in vitro diagnosis of live biopsy tissue samples for allergic, immunological, and environmentally related disorders.In order to improve the quality of test results, Prof. Reimann developed and patented a unique device, known as a "Tabox", which enables the precise analysis of the effects of allergens and toxins on the human body in an in vitro environment.
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Dr. Antje ReimannChairman of the Board
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Dr. Antje Reimann.Dr. Antje Reimann will be one of our directors effective as of the conclusion of the 10-day Period.In March of 1978, Dr. Reimann commenced her medical practice in Munich, Germany, specializing in the areas of macular disease and allergies.